These General Terms set out the terms and conditions on which SupaHuman provides Products and Services to you and constitute Master Services terms. They apply to customers in New Zealand and Australia. The SupaHuman company you contract with depends on where you are: Supahuman Pty Ltd (ABN 25 701 059 743), a subsidiary of SupaHuman, contracts with customers whose principal place of business is in Australia; SupaHuman (NZBN 9429050314928) contracts with everyone else. The SOW names the contracting company. Where a SOW includes a subscription to VETos or Nova 5, the Product Documents described in clause 2.5 also apply.
1. Definitions and Interpretation
1.1 Definitions
In these General Terms, unless the context requires otherwise:
"Agreement" means these General Terms together with any Statement of Work and any written variations agreed between the parties.
"Aggregated Data" means data and insights derived from Customer Data, or from the configuration and use of the Services, that have been aggregated or de-identified so that they do not identify, and could not reasonably be used to identify, you, any learner or other individual, or any of your Confidential Information.
"AI Model Provider" means a third party whose AI model, inference or related service we use to provide the Services, as named in our published sub-processor list.
"AI Platform" means the SupaHuman AI software platforms, including AI Workspace, Studio, and Student Coach, and all features, tools, and interfaces provided as part of the Services.
"AI Workspace" means the SupaHuman AI-powered workspace for content development and management.
"Studio" means the SupaHuman AI-powered content development platform for creating educational materials.
"Student Coach" or "Coach" means the SupaHuman AI-powered learner support platform.
"Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
"Business Day" means Monday to Friday inclusive, excluding national public holidays in New Zealand or Australia (as applicable to the Customer's location) and applicable regional holidays.
"Charges" means the fees for Products and Services as set out in the relevant SOW or as otherwise agreed in writing.
"Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, including technical, business, financial, and operational information.
"Consumer Guarantees Act" means the Consumer Guarantees Act 1993 (NZ).
"Customer" or "you" means the entity or person acquiring Products or Services from SupaHuman.
"Customer Data" means all data, content, and materials uploaded to or processed through the AI Platform by or on behalf of the Customer.
"Customer-Owned IP" means all intellectual property in the deliverables specified in the applicable SOW as being created exclusively for the Customer, but excludes all SupaHuman-Owned IP, Residuals and third-party intellectual property rights included in, or used in connection with, any such deliverables. Customer Data is not Customer-Owned IP; it is dealt with in clause 9.2.
"Data Collection Policy" means our Data Collection, Gathering and Use Policy published at https://www.supahuman.com/legals/data-collection-policy, as updated in accordance with clause 9.4.
"Data Protection Policies" means our Privacy Policy, Security Statement, Data Collection Policy and sub-processor list, each as published at https://www.supahuman.com/legals and updated in accordance with clause 9.4.
"Effective Date" means the date on which this Agreement is signed by both parties.
"Force Majeure Event" means any event or circumstance beyond the reasonable control of a party, including: (a) acts of God, earthquake, fire, flood, storm, or other natural disaster; (b) war, terrorism, civil unrest, or government action; (c) epidemic or pandemic; (d) failure of telecommunications or power supply; (e) cyber attacks attributable to state actors; or (f) any other event beyond reasonable control, but excluding failure to pay Charges.
"Initial Term" means the initial subscription period specified in the SOW.
"Licence Entitlement" means the number of user licences or seats included in your subscription as specified in the SOW.
"Loss" means any loss, claim, action, damage, liability, cost, expense, penalty, or outgoing suffered, paid, or incurred.
"Product Documents" means the Product Schedule, the DPA, the SLA and, where a SOW includes onboarding services, the Onboarding Schedule.
"Product Schedule" means the VETos and Nova 5 Product Schedule published at https://www.supahuman.com/legals/product-schedule; "DPA" means the Data Processing Addendum published at https://www.supahuman.com/legals/data-processing; "SLA" means the Service Level Agreement published at https://www.supahuman.com/legals/service-levels; and "Onboarding Schedule" means the Onboarding Services Schedule published at https://www.supahuman.com/legals/onboarding, each as updated in accordance with clause 16.3.
"Privacy Laws" means the Privacy Act 2020 (NZ), the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Notifiable Data Breaches scheme, and any other applicable privacy legislation.
"Products" means all hardware, software, and other goods supplied by SupaHuman to the Customer.
"Professional Services" means consulting, implementation, customisation, training, and other professional services provided by SupaHuman.
"Materially Adverse Change" means a variation to these General Terms that would, if applied to a SOW then in force, materially reduce your rights or materially increase your obligations or Charges under that SOW.
"Related Company" has the meaning given in the Companies Act 1993 (NZ), read as if it includes any body corporate incorporated under the law of any jurisdiction.
"Renewal Term" means each successive subscription period following the Initial Term.
"Residuals" has the meaning given in clause 5.4.
"Services" means all services supplied by SupaHuman to the Customer, including Subscription Services, Professional Services, and any Products provided as part of a Service.
"Software" means all software supplied by SupaHuman, including the AI Platform.
"SOW" or "Statement of Work" means a statement of work, service schedule, order form, or similar document that describes the Services to be provided and forms part of this Agreement.
"Subscription Services" means access to and use of the AI Platform on a subscription basis.
"Subscription Start Date" means the date on which the Subscription Services are activated following granting access for customer testing.
"SupaHuman", "we", "us", or "our" means: (a) where the Customer's principal place of business is in Australia, Supahuman Pty Ltd (ABN 25 701 059 743), a subsidiary of Supahuman Limited; and (b) otherwise, Supahuman Limited (NZBN 9429050314928); and, where the context permits, includes its Related Companies. The contracting company is named in the SOW, and only that company has obligations or liability to you under this Agreement.
"Supahuman Limited" means Supahuman Limited (NZBN 9429050314928), a company incorporated in New Zealand, and "Supahuman Pty Ltd" means Supahuman Pty Ltd (ABN 25 701 059 743), a company incorporated in Australia and a subsidiary of SupaHuman.
"SupaHuman-Owned IP" means: (a) all intellectual property owned by SupaHuman or a Related Company at the date of this Agreement (including the AI Platform, system architecture, core AI models, algorithms, methodologies and templates) and any developments, enhancements or modifications made to that intellectual property (under this Agreement or otherwise); (b) any intellectual property or technology developed independently of this Agreement; and (c) Aggregated Data.
1.2 Interpretation
In these General Terms, unless the context requires otherwise:
(a) a reference to a clause is a reference to a clause of these General Terms;
(b) headings are for convenience only and do not affect interpretation;
(c) the singular includes the plural and vice versa;
(d) a reference to legislation includes any amendment, re-enactment, or replacement; and
(e) where a word or phrase is defined, other grammatical forms have a corresponding meaning.
2. Supply of Products and Services
2.1 Scope
We will supply the Products and Services to you as agreed in writing or as set out in the applicable SOW. Any amendment to Product or Service orders must be agreed by both parties in writing.
2.2 Timelines
We will use all reasonable endeavours to meet agreed timelines for completion of Services. You acknowledge that our ability to meet these timelines may depend on you:
(a) providing required information in a timely manner;
(b) participating promptly in reviewing materials we produce;
(c) providing access to systems, personnel, and resources as reasonably required; and
(d) completing onboarding tasks within 2 Business Days of notification.
2.3 Customer Obligations
You are responsible for:
(a) ensuring the Services and deliverables fit your business needs;
(b) timely responses, providing necessary access to information, personnel, and resources;
(c) notifying us at least 4 weeks in advance of any planned absences of key team members;
(d) complying with your internal procedures relevant to the Services; and
(e) ensuring compliance with all applicable laws in the relevant jurisdiction(s).
2.4 Site Policies
We will comply with your reasonable on-site policies and procedures where applicable and notified to us in advance. We reserve the right to adjust our Charges where any policy causes us to incur additional costs.
2.5 Product Documents
Where a SOW includes a subscription to VETos or Nova 5 (including Nova Classroom), the Product Documents form part of this Agreement for that subscription. The Product Schedule sets out the terms specific to those products, including ownership of AI-generated outputs, the content indemnity that applies to them in place of clause 5.6, sensitive subject matter safeguards, suspension, insurance and subscription fee mechanics. Where the Product Schedule states that it modifies a clause of these General Terms, it prevails over that clause for those products. The Product Documents replace the Master Subscription Agreement (version 1.9 and earlier) and its jurisdiction schedules for all SOWs signed under these General Terms; that agreement continues to govern only Order Forms that expressly reference it, until they renew.
3. Subscription Services
3.1 Grant of Access
Subject to payment of the applicable Charges and compliance with this Agreement, we grant you a non-exclusive, non-transferable right to access and use the Subscription Services during the Term for your internal business purposes.
3.2 Term and Renewal
The Initial Term begins on the Subscription Start Date and continues for the period specified in the SOW. Following the Initial Term, the SOW will automatically renew for successive one-year Renewal Terms unless either party gives at least 30 days' written notice of non-renewal before the end of the then-current term (or such other period as specified in the SOW). We will send you a renewal reminder, by email to your nominated contact, at least 45 days before the end of each term. The reminder will state the renewal date, the Charges for the Renewal Term and the last date on which you can give notice of non-renewal. If we do not send the reminder, you may give notice of non-renewal at any time up to the end of the then-current term, and if the SOW has already renewed you may terminate it on 30 days' written notice given within the first 60 days of the Renewal Term and we will refund any Charges prepaid for the period after termination.
3.3 Fee Changes on Renewal
Unless the SOW provides otherwise, the Charges for a Renewal Term are calculated at our rate card published at the time we send the renewal reminder under clause 3.2, applied to your Licence Entitlement and scope at that time. The renewal reminder will set out the Charges for the Renewal Term at least 45 days before the end of the then-current term. If you do not accept them, you may decline to renew by written notice given at any time before the end of the then-current term, regardless of the notice period in clause 3.2, and the SOW will end at expiry. Rates will not change during a term unless the SOW says they may.
3.4 Termination Effects
Upon termination or expiry of the Agreement:
(a) full access to the Subscription Services will cease at the end of the applicable term;
(b) any outstanding Charges will become immediately due and payable;
(c) Customer Data remains your property and any Customer-Owned IP that has transferred to you under clause 5.1 remains yours, and you may export both before the end of the term using the tools we provide;
(d) for 30 days following termination, the AI Platform will remain accessible in read-only mode solely so you can retrieve Customer Data and Customer-Owned IP;
(e) after the 30-day period, we will delete Customer Data in accordance with our data retention policy, unless we are required by law to retain it; and
(f) we may retain and continue to use Aggregated Data in accordance with clause 9.7.
3.5 Acceptable Use
You agree not to:
(a) use the Services for any unlawful purpose or in violation of any applicable laws;
(b) attempt to reverse engineer, decompile, or disassemble any part of the Software;
(c) interfere with or disrupt the integrity or performance of the Services;
(d) attempt to gain unauthorised access to the Services or related systems;
(e) use the Services to transmit malicious code or harmful content; or
(f) sublicense, resell, or redistribute the Services without our prior written consent.
3.6 Licence Entitlement and True-Up
Your Licence Entitlement is specified in the SOW. We monitor active licence usage and will invoice you for any licences consumed above your entitlement, calculated on a pro-rata basis at your existing per-licence rate and payable in accordance with clause 7.3.
4. Professional Services
4.1 Delivery
We will perform Professional Services with reasonable skill and care using personnel with the necessary expertise and experience. Professional Services are provided on a time and materials basis unless otherwise specified in the SOW.
4.2 Time Recording
We will accurately record time spent on project tasks, including development, consulting, project management, and travel time directly associated with the project.
4.3 Expenses
Expenses incurred directly in relation to the project (such as travel, accommodation, and third-party vendor costs) will be billed at cost. We will seek approval for any individual expense exceeding NZD $200 prior to the expense being incurred.
4.4 Changes in Scope
Any significant changes to the project scope that may affect the overall cost will be discussed and agreed in writing through a Charge Request. Each Charge Request will outline the required changes and associated costs and, once approved, will constitute a variation to this Agreement.
4.5 Review and Acceptance
You agree to review any Services or deliverables provided. Where they do not materially meet the requirements specified in the SOW, we may at our option:
(a) replace or re-perform that part at no additional cost; or
(b) refund an appropriate portion of the Charges paid for that part.
5. Intellectual Property
5.1 Customer-Owned IP
Unless specified otherwise in a SOW, ownership in Customer-Owned IP will transfer to you upon payment in full of the Charges for the relevant deliverable. Until that payment, we grant you a licence to use the deliverable for the purpose described in the SOW. A SOW must identify the deliverables that are created exclusively for you; deliverables not so identified are SupaHuman-Owned IP licensed to you under clause 5.3. Customer Data is not a deliverable and remains yours at all times under clause 9.2.
5.2 SupaHuman-Owned IP
SupaHuman-Owned IP remains the sole property of SupaHuman (or its licensors). Nothing in this Agreement transfers any SupaHuman-Owned IP to you. To the extent any development, enhancement or modification of SupaHuman-Owned IP made in the course of performing a SOW would otherwise vest in you, you assign it to us on creation and will do what we reasonably ask to confirm that assignment.
5.3 Licence to Use SupaHuman-Owned IP
We grant you a non-exclusive, non-transferable, royalty-free licence to use any SupaHuman-Owned IP embedded in or required for the use of a deliverable. For a deliverable that stands alone from the AI Platform (such as a document, assessment tool or learner guide) and has been paid for in full, that licence is perpetual and is limited to your internal use of the deliverable. For anything that depends on the AI Platform, the licence is limited to the Term unless otherwise agreed. You may not modify, reverse-engineer, or create derivative works from SupaHuman-Owned IP (other than editing deliverables as contemplated by clause 6.2) without our prior written consent.
5.4 Residual Knowledge
We may use the general skills, ideas, concepts, techniques, and know-how retained in the unaided memory of our personnel from performing the Services (Residuals), provided such use does not disclose your Confidential Information or infringe Customer-Owned IP. Residuals are SupaHuman-Owned IP. Our rights in Aggregated Data are dealt with separately in clause 9.7.
5.5 Third Party IP
You authorise us to act on your behalf to licence to you any applicable third-party intellectual property rights as set out in the relevant SOW. You agree to use any third-party intellectual property included in a deliverable subject to the applicable third-party licence terms.
5.6 IP Indemnity
We will indemnify you against any Loss directly arising from any third-party claim alleging that the performance of the Services or your use of the deliverables in accordance with this Agreement infringes that third party's intellectual property rights. This indemnity does not apply to the extent a claim arises from: (a) Customer Data or other material you provide; (b) your modification of a deliverable, or its combination with anything we did not supply, where the claim would not have arisen without that modification or combination; (c) your use of a deliverable after we have notified you to stop and offered a non-infringing alternative; or (d) third-party intellectual property licensed to you under clause 5.5. If a claim is made or we think one is likely, we may at our option procure the right for you to keep using the affected item, modify or replace it so that it is non-infringing, or, if neither is reasonably achievable, terminate the affected part of the SOW and refund any Charges prepaid for the period after termination. You must notify us promptly of any claim, and we may handle the claim's defence and settlement at our option. You will provide reasonable assistance and not do anything to prejudice the settlement or defence of any claim. Our liability under this clause is subject to the cap in clause 11.1(b).
6. AI Content and Compliance
6.1 Content Designed for Compliance
Our AI-generated content is engineered to align with established standards, moderation criteria, and best practices for the vocational education and training sectors across New Zealand and Australia. We design outputs to meet regulatory expectations from the outset.
6.2 Customer Customisation
You are free to edit and adapt AI-generated content to suit your specific context, starting from a compliance-oriented foundation.
6.3 Responsibility for Modifications
While our content is designed for accuracy and compliance, we cannot guarantee compliance for content that has been modified by you. Where you alter outputs in ways that deviate from original standards, responsibility for ensuring ongoing compliance sits with you.
6.4 Human-in-the-Loop
All AI-generated content is intended to support, not replace, human review and decision-making. You are responsible for final review and approval of all content before use.
6.5 Service Warranties
We warrant that: (a) the Subscription Services will perform materially in accordance with the documentation we publish for them; (b) Professional Services will be performed with reasonable skill and care by suitably qualified people; and (c) we will not knowingly introduce any virus or other malicious code into the Services. If the Services do not meet these warranties, your remedy is for us to correct the non-conformance, re-perform the affected Services or, if we cannot do so within a reasonable time, refund the Charges paid for the non-conforming part for the period affected; where the failure is material and not remedied, you may also terminate the affected SOW under clause 12.3. You must tell us about a warranty claim within 30 days of becoming aware of the issue.
6.6 Warranty Limits
The warranties in clauses 4.1 and 6.5 are the only warranties we give about the Services, and to the extent permitted by law all other warranties, conditions and representations are excluded. In particular, AI-generated content is produced by probabilistic models and may contain errors or omissions; we do not warrant that any output is accurate, complete, free of bias or fit for a particular purpose, and the review obligations in clause 6.4 apply. Nothing in this clause limits clause 11.4.
7. Charges and Payment
7.1 Payment of Charges
You will pay the Charges for Products and Services as indicated on our invoice or as set out in the SOW. All Charges are exclusive of GST and any other applicable taxes, which will be added to invoices.
7.2 Invoicing
Unless otherwise specified in the SOW:
(a) Professional Services fees are invoiced monthly in arrears;
(b) Subscription Services fees are invoiced annually in advance; and
(c) one-time fees (such as onboarding) are invoiced as specified in the SOW.
7.3 Payment Terms
Unless otherwise specified, all payments must be made in full without set-off or deduction within 14 days following the invoice date.
7.4 Price Adjustments
We may change our standard rates from time to time. A change applies to new SOWs and, for Subscription Services, to Renewal Terms in accordance with clause 3.3. During a term, rates specified in the SOW are fixed unless the SOW states that a rate is variable, in which case we may adjust that rate on 30 days' written notice to reflect a documented change in the third-party or exchange-rate cost it depends on, and you may terminate the affected part of the SOW on 30 days' notice if the adjustment exceeds 10% in any 12-month period.
7.5 Late Payment
If you fail to pay any undisputed invoice when due, we may:
(a) charge interest on the overdue amount at a rate of our applicable bank overdraft rate plus 5% per annum, calculated daily from the due date; and
(b) withhold further Products or Services until the debt is fully paid.
7.6 Payment Default Events
In the event that:
(a) any undisputed amount payable remains unpaid 14 days after we give you written notice that it is overdue;
(b) you commit or suffer any insolvency event; or
(c) you materially breach these General Terms and do not remedy the breach within the period in clause 12.3(a),
then, in addition to our other remedies, we may suspend or cancel any unperformed part of the affected SOW on written notice, and all amounts outstanding will immediately become due and payable. If the ownership or effective control of your business changes, you must tell us within 20 Business Days and we may ask for reasonable assurance of continued performance.
8. Confidentiality
8.1 Use and Disclosure
Each party may only use the other's Confidential Information for the proper performance of its obligations under this Agreement. Each party must keep the other's Confidential Information secure in accordance with reasonable security practices and must not disclose it except:
(a) as required for proper performance of this Agreement, on a confidential basis;
(b) to its employees, contractors, and professional advisers who need to know, on a confidential basis; or
(c) as required by law, provided the disclosing party is notified where legally permitted.
8.2 Notification
Each party will inform the other as soon as practicable if they become aware or suspect that there has been any unauthorised disclosure of Confidential Information.
8.3 Return or Destruction
At the end of this Agreement or upon earlier request, each party will return or destroy (at the other's option) the other party's Confidential Information and all copies, other than information required to be retained for audit, regulatory, or legal purposes.
9. Data Protection and Privacy
9.1 Compliance with Privacy Laws
Each party will comply with all applicable Privacy Laws when processing personal information in connection with this Agreement. Where we process personal information in Customer Data on your behalf, the DPA applies and sets out the processing terms, the jurisdiction annexes and the security measures we maintain.
9.2 Customer Data
As between the parties, you own and retain all rights in Customer Data. You grant us a non-exclusive licence to host, copy, process, transmit and display Customer Data, and to disclose it to our sub-processors, in each case only as necessary to provide and support the Services, to prevent or address service, security or technical problems, as required by law, in accordance with the Data Protection Policies and your reasonable written instructions, and to create Aggregated Data under clause 9.7. You warrant that you have the rights, consents and notices required under Privacy Laws and the Data Collection Policy to provide Customer Data to us and to have it processed as this Agreement contemplates.
9.3 Data Collection
For the purposes of providing Products and Services, you will ensure we may:
(a) collect relevant information (including personal information) we reasonably require from you, your personnel, or third parties; and
(b) hold and process that information for the purpose of performing our obligations, in accordance with applicable Privacy Laws.
9.4 Data Security
We will ensure that information provided is collected, held, and used securely (to the same standards as we use for our own confidential and personal data), only for the purpose for which it was collected, and in accordance with our Privacy Policy, which is one policy for Supahuman Limited and Supahuman Pty Ltd and covers VETos, Nova 5, AI Studio and our websites, and our Security Statement.
The Data Protection Policies, including the Data Collection, Gathering and Use Policy, form part of this Agreement and are incorporated by reference. You must comply with the Data Collection Policy in your use of the Services, including its rules on permitted sources, prohibited inputs and the use of gathered information for marketing, and the warranties, responsibilities and indemnities you give in that policy apply to this Agreement. We may update the Data Protection Policies from time to time, provided an update does not materially reduce the protection given to Customer Data or materially increase your obligations during a current term; we will notify you of material updates, and clause 16.3 applies to any update that is a Materially Adverse Change. If there is a conflict between a Data Protection Policy and these General Terms or a SOW, these General Terms and the SOW prevail, except where the policy imposes a stricter security or privacy standard on us.
9.5 Australian Customers
Where you contract with Supahuman Pty Ltd, or the Privacy Act 1988 (Cth) otherwise applies, we will comply with the Australian Privacy Principles and the Notifiable Data Breaches scheme in our handling of personal information, and we will notify you without undue delay of any eligible data breach affecting Customer Data. Supahuman Pty Ltd may use Supahuman Limited to host, operate and support the AI Platform and to deliver Professional Services; Supahuman Limited does so as a Related Company on the same terms, and Supahuman Pty Ltd remains responsible to you.
9.6 Hosting and Sub-processors
Customer Data in the AI Platform is hosted on Amazon Web Services in Sydney, Australia, and we will not move it outside Australia without your prior written consent, except for AI model inference where no regional endpoint exists for a required model (which you may opt out of) and as described in our published sub-processor list. Where a SOW provides for a different hosting arrangement for a custom build, the SOW prevails.
9.7 Aggregated Data
We may create Aggregated Data from Customer Data and from the configuration and use of the Services, and may use it during and after the Term to operate, secure, support, benchmark and improve the Services, to develop new products and services (including evaluating and improving the accuracy, safety and performance of the AI features we provide), and to publish statistics and insights about vocational education and training. Aggregated Data is SupaHuman-Owned IP. We will: (a) not attempt to re-identify any individual or customer from Aggregated Data, and not permit anyone else to; (b) not publish or disclose Aggregated Data in a form that identifies you or discloses your Confidential Information; and (c) not use Customer Data (as distinct from Aggregated Data) to train an AI model that is made available to other customers or third parties, unless you instruct us to in writing, in which case section 7 of the Data Collection Policy applies. Where Customer Data includes personal information, we will de-identify it to the standard required by the applicable Privacy Laws before it becomes Aggregated Data.
9.8 Security and Compliance Standards
We maintain an information security management system aligned with ISO/IEC 27001 and will keep the controls described in our Security Statement in place during the Term. Where we describe our controls as aligned with, mapped to or informed by a standard or framework (including ISO/IEC 27001, the NIST Cybersecurity Framework, the New Zealand Information Security Manual or the Australian Essential Eight), that is a statement about how our controls are designed and assessed; it is not a representation that we hold a certification, accreditation or audit opinion against that framework unless we state so in writing, in which case we will tell you if the certification lapses. On reasonable request, no more than once a year, we will provide our current security documentation and evidence of any certification we hold. We evaluate our AI features for accuracy, safety and bias before and during release, as described on our Responsible AI page, and will tell you about material changes to the AI Model Providers used for your Services.
10. Service Levels
10.1 Availability
For Subscription Services to VETos and Nova 5, the SLA governs availability, service credits, support hours and response targets, and prevails over this clause 10 to the extent of any difference. For other Services, the AI Platform is engineered for 99.5% monthly uptime and the support targets in clause 10.2 apply. Real-time status, historical availability, and incident reports are published at https://supahuman.statuspage.io/.
10.2 Support Response Times
We provide support during Business Hours (09:00–17:00 Monday to Friday, New Zealand time, excluding public holidays) through in-app support and email (help@supahuman.ai). Response times by severity:
| Severity | Description | Response Time | Channel |
|---|---|---|---|
| P1 – Critical | Service unavailable for all users or data loss/corruption with no workaround | ≤ 4 business hours | In-app support, email |
| P2 – High | Major feature impaired or severe performance degradation; no reasonable workaround | ≤ 8 business hours | In-app support, email |
| P3 – Normal | Minor feature malfunction, intermittent issue, or reasonable workaround available | ≤ 1 business day | In-app support, email |
| P4 – Low | Cosmetic issue, enhancement request, or how-to question | ≤ 2 business days | In-app support, email |
10.3 Escalation
P1 issues are worked continuously until the service is restored or a viable workaround is provided.
11. Limitation of Liability
11.1 Liability Cap
Subject to clauses 11.4 and 11.5, and to the extent permitted by law, the maximum aggregate liability of each party under or in connection with this Agreement will be:
(a) for liability relating to breach of privacy, confidentiality, or security obligations: two times the Charges paid or payable under the relevant SOW during the 12 months immediately before the liability arose; or
(b) for our liability under the indemnity in clause 5.6: two times the Charges paid or payable under the relevant SOW during the 12 months immediately before the liability arose; or
(c) for all other liability: the Charges paid or payable under the relevant SOW during the 12 months immediately before the liability arose, less any amount paid for third-party intellectual property, equipment, or Products.
Where the liability arises in the first 12 months of a SOW, the Charges payable for the first 12 months of that SOW are used. The caps in paragraphs (a) and (b) apply separately, and a payment under one does not reduce the other.
11.2 Excluded Losses
To the extent permitted by law, neither party will be liable for:
(a) any indirect or consequential Loss, even if advised of the possibility;
(b) any loss of profit, business, revenue, anticipated savings, goodwill, or opportunity; or
(c) any Loss suffered by a third party, or any Loss a party incurs because of a claim made against it by a third party, except to the extent that Loss is recoverable under an express indemnity in this Agreement or under the final paragraph of this clause 11.2; or
(d) any Loss arising from your reliance on AI-generated content that you have not reviewed and approved in accordance with clause 6.4.
For clarity, paragraph (c) does not exclude: (i) Loss we incur to an AI Model Provider or other sub-processor (including fees, penalties and the cost of suspension or termination of our account) to the extent caused by your breach of clause 3.5, the Data Collection Policy or an AI Model Provider's usage policy we have notified to you; or (ii) Loss either party incurs because of a third-party claim or regulatory action against it to the extent caused by the other party's breach of clause 8 or 9. Loss recoverable under this paragraph remains subject to clause 11.1.
11.3 Exceptions to Cap
The limitations in clauses 11.1 and 11.2 do not apply to liability arising from:
(a) your use of SupaHuman-Owned IP or the Services other than as permitted by clauses 3.5 and 5.3, including any infringement or misappropriation of SupaHuman-Owned IP;
(b) fraud or wilful misconduct; or
(c) a party's failure to pay any amount due and owing.
Our liability under the indemnity in clause 5.6 is subject to the cap in clause 11.1(b).
11.4 No Exclusion of Non-Excludable Rights
Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited, including:
(a) in New Zealand, non-excludable guarantees under the Consumer Guarantees Act 1993 for goods or services ordinarily acquired for personal, domestic, or household use; and
(b) in Australia, non-excludable guarantees under the Australian Consumer Law.
11.5 Consumer Guarantees – Business Acquisition
If you are acquiring the Products or Services for business purposes (as defined in the Consumer Guarantees Act 1993 or Australian Consumer Law), you agree that the consumer guarantees in those Acts do not apply. If they do apply and cannot be excluded, our liability for breach is limited (to the extent permitted) to:
(a) for Services: re-supplying the services or paying the cost of re-supply; and
(b) for Products: replacing the Products, supplying equivalent Products, repairing the Products, or paying the cost of replacement or repair.
11.6 Mitigation
Each party will take reasonable steps to mitigate any Loss for which it is entitled to claim against the other.
11.7 Exclusions from Liability
SupaHuman will not be liable for any matter where you or your personnel have:
(a) acted or omitted to act in a way that causes us to breach this Agreement;
(b) given an instruction or direction that would cause us to breach the law, this Agreement, or a third-party agreement; or
(c) failed to provide a response or direction within the timeframe reasonably requested.
12. Term and Termination
12.1 Term
These General Terms continue to apply for as long as we provide Products and Services to you. Each SOW starts on the date specified in it and continues for the Term specified.
12.2 Termination for Convenience
Either party may terminate these General Terms or a SOW (but not an accepted order) on 90 days' prior written notice.
12.3 Termination for Cause
Either party may terminate immediately on written notice if the other party:
(a) is in material default of this Agreement, the default is capable of remedy, and within 30 days of receiving written notice, has not remedied or tabled a reasonably acceptable plan to remedy the default;
(b) is in material default of this Agreement and the breach is not capable of remedy; or
(c) experiences or, in the reasonable opinion of the other party, is likely to experience an insolvency event.
12.4 Effect of Termination
Termination of this Agreement does not affect any rights or obligations accrued prior to termination. Clauses that by their nature should survive termination will survive, including clauses relating to intellectual property, confidentiality, limitation of liability, and governing law.
13. Non-Solicitation and Non-Hire
13.1 Restriction
During the Term and for 12 months following expiry or termination of this Agreement for any reason (the "Restricted Period"), neither party may, without the prior written consent of the other:
(a) directly or indirectly solicit, recruit, approach, induce, or encourage any Covered Person of the other party to leave or reduce their engagement with that party; or
(b) employ, engage, or contract with any Covered Person of the other party in any capacity, including as an employee, independent contractor, consultant, adviser or director, or through any corporate vehicle, intermediary, recruitment agency or related entity.
This clause does not prevent a party from publishing general recruitment advertising that is not targeted at the other party's personnel, or from hiring a person who responds to that advertising without having been solicited, or whose engagement with the other party ended more than 6 months before the first approach.
13.2 Covered Persons
For the purposes of this clause, a "Covered Person" of a party means any person who, at any point during the 12 months prior to the relevant act, was an employee or contractor of that party and had material contact with the other party in connection with this Agreement or was involved in the delivery or receipt of Products or Services under it.
Each party acknowledges this scope is proportionate, given that Covered Persons will have acquired detailed knowledge of the other party's operations, requirements and Confidential Information, and that each party has invested in the training, development and capability of its people.
13.3 Recruitment Fee
The parties acknowledge that the loss arising from a breach of clause 13.1 is difficult to quantify and includes the cost of recruiting and training a replacement and the disruption to delivery while a replacement comes up to speed. If a party employs or engages a Covered Person in breach of clause 13.1, it will pay the other party, within 30 days of invoice, a recruitment fee equal to 30% of the Covered Person's total annual remuneration (base salary or annualised contractor rate, plus regular allowances and any guaranteed bonus) with the other party at the date their engagement with that party ended, as a genuine pre-estimate of that loss and not as a penalty. Payment of the recruitment fee is the paying party's sole liability for that breach, and the non-breaching party may not also claim damages for it, but clause 13.6 is not affected.
13.4 Cascade and Severability
If any part of this clause is found to be unenforceable as written, the parties agree the court or arbitrator may apply this clause as if the Restricted Period read:
(a) 12 months replaced by 9 months; or, if still unenforceable,
(b) 9 months replaced by 6 months,
in each case with all other provisions of this clause remaining in full force and effect.
13.5 Notification Obligation
A party must notify the other in writing within 10 Business Days of becoming aware that a Covered Person of the other party has applied for or been offered any role or engagement with it or a related entity during the Restricted Period. Failure to notify is a breach of this Agreement but is not, of itself, a material breach for the purposes of clause 12.3.
13.6 Equitable Relief
Each party acknowledges that a breach or threatened breach of clause 13.1(a) may cause the other party harm for which monetary compensation alone is not an adequate remedy, and that the other party may seek injunctive relief or other equitable remedies from any court of competent jurisdiction without prejudice to any other rights or remedies available.
14. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under this Agreement where the delay or failure is caused by a Force Majeure Event. The affected party must notify the other party as soon as practicable and use reasonable endeavours to mitigate the effect of the Force Majeure Event.
15. Brand Usage
You grant us the right to use your brand on our website and marketing materials for the purpose of promoting our services. Your brand will be represented accurately and in accordance with any brand guidelines you provide. This right continues for the duration of our business relationship and can be revoked with 30 days' written notice.
16. General
16.1 Waiver
If either party does not exercise a right at any time in connection with a default, this does not mean the right is waived or cannot be exercised later.
16.2 Severability
If any provision of this Agreement is declared invalid, unenforceable, or illegal, that provision may be severed without affecting the enforceability of the remaining provisions.
16.3 Variations
This Agreement may be varied by written agreement of the parties, including by a signed variation or change order. We may also publish updated General Terms from time to time. Updated General Terms apply to any SOW signed after they are published. For a SOW already in force, updated General Terms apply:
(a) from the start of the next Renewal Term, provided we give you written notice of the update, with a summary of the material changes, at least 45 days before the end of the then-current term (which we may do in the renewal reminder under clause 3.2), so that you can decline to renew if you do not accept them; or
(b) during the current term, on at least 30 days' written notice, only where the update is required by law or a regulator, or reflects a change to the Services, their security or their third-party dependencies, or is not a Materially Adverse Change. If an update applied under this paragraph is a Materially Adverse Change, you may terminate the affected SOW on 30 days' written notice given within 30 days of our notice, and we will refund any Charges prepaid for the period after termination.
No other variation of these General Terms binds you during a current term unless you agree to it in writing. In the event of conflict between these General Terms and the terms of any SOW, the SOW prevails.
16.4 Subcontracting
A party may subcontract the performance of its obligations only with the prior written consent of the other party (not to be unreasonably withheld), except that we may subcontract to our Related Companies without your prior consent.
16.5 Entire Agreement
This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, understandings, or arrangements. You confirm that you are not relying on any representation except as expressly set out in this Agreement.
16.6 Assignment
Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that we may assign this Agreement to a Related Company or in connection with a merger, acquisition, or sale of substantially all of our assets.
16.7 Notices
Any notice under this Agreement must be in writing and delivered to the address specified in the SOW (or as otherwise notified). Notices may be delivered by hand, post, or email, and are deemed received:
(a) if delivered by hand, on the date of delivery;
(b) if sent by post, 3 Business Days after posting (or 10 Business Days for international post); or
(c) if sent by email, when the sender receives confirmation of delivery or, if no confirmation, 24 hours after sending (unless an error message is received).
16.8 Electronic Execution
The parties consent to electronic execution and acceptance of this Agreement and any SOW, including by click-through acceptance in the AI Platform, in accordance with the Contract and Commercial Law Act 2017 (NZ) and the Electronic Transactions Act 1999 (Cth), as applicable.
16.9 Unfair Terms
If a term of this Agreement would be unfair within the meaning of the Fair Trading Act 1986 (NZ) or the Australian Consumer Law as applied to a standard form small trade or small business contract, that term applies only to the extent it is fair, and the parties will negotiate in good faith a replacement term that achieves the original commercial intent as closely as the law allows.
16.10 Fair Trading Act
For customers contracting with Supahuman Limited, the parties confirm they are in trade, agree to the extent permitted by sections 5C and 5D of the Fair Trading Act 1986 that sections 9, 12A and 13 of that Act do not apply between them in respect of this Agreement, and agree that it is fair and reasonable to do so.
17. Governing Law and Jurisdiction
17.1 New Zealand Customers
For customers based in New Zealand (who contract with Supahuman Limited), this Agreement is governed by and construed in accordance with the laws of New Zealand. Both parties submit to the non-exclusive jurisdiction of the New Zealand courts.
17.2 Australian Customers
For customers based in Australia (who contract with Supahuman Pty Ltd), this Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
18. Document Precedence
Unless expressly stated otherwise in a higher-precedence document, if there is any inconsistency or conflict between the documents that form this Agreement, they prevail in the following order (each prevailing over the documents that follow it to the extent of the conflict only):
(i) any written variation, amendment, or change order signed by both parties after its effective date;
(ii) any Statement of Work (including its schedules and annexures);
(iii) the Product Documents, where they apply (the Product Schedule prevailing over the DPA, the SLA and the Onboarding Schedule);
(iv) these General Terms (including schedules and annexures);
(v) the Data Protection Policies published at https://www.supahuman.com/legals (the Privacy Policy, Security Statement, Data Collection, Gathering and Use Policy and sub-processor list), as incorporated by clause 9.4; and
(vi) any purchase order or other document issued by the Customer.
All non-conflicting provisions in lower-precedence documents remain in full force and effect.